BT INVESTMENT FUNDS
INTERNATIONAL EQUITY FUND
LATIN AMERICAN EQUITY FUND
BT INSTITUTIONAL FUNDS
INTERNATIONAL EQUITY FUND
Dear Shareholder:
We are writing to let you know that a Special Meeting of the International
Equity Fund and Latin American Equity Fund (series of BT Investment Funds) and
International Equity Fund (a series of BT Institutional Funds) shareholders will
be held on January 15, 1998, to vote on important proposals that affect each
Fund.
At meetings of the Boards of Trustees (each a "Board" and, collectively, the
"Boards") held September 2, 1997 and October 7, 1997, the Board of International
Equity Portfolio, in which the International Equity Funds invest all of their
investable assets, reviewed and unanimously approved a new Investment Advisory
Agreement between Bankers Trust Company and International Equity Portfolio. The
Board also reviewed and unanimously approved the execution of a Sub-Investment
Advisory Agreement between Bankers Trust Company and BT Fund Managers
International Limited on behalf of International Equity Portfolio.
At the same meetings, the Board of BT Investment Portfolios, on behalf of Latin
American Equity Portfolio, in which the Latin American Equity Fund invests all
of its investable assets, reviewed and unanimously approved a new Investment
Advisory Agreement between Bankers Trust Company and BT Investment Portfolios,
on behalf of Latin American Equity Portfolio. The Board also reviewed and
unanimously approved the execution of a Sub-Investment Advisory Agreement
between Bankers Trust Company and BT Fund Managers International Limited on
behalf of Latin American Equity Portfolio.
The Portfolios' Boards have determined that these proposals are in the best
interests of the investors of the International Equity Portfolio and the Latin
American Equity Portfolio (each a "Portfolio" and, collectively, the
"Portfolios") and, the Funds' Boards concurred with respect to the shareholders
of the Funds, because the proposals provide for an enhancement of the
Portfolios' resources to include the expertise, investment advice, and research
services of an experienced investment advisory group that the Boards believe
will be beneficial. The Boards unanimously recommend that you, the shareholders,
also vote to approve these arrangements. APPROVAL OF THESE AGREEMENTS WILL NOT
RESULT IN AN INCREASE IN THE FEES FOR INVESTMENT MANAGEMENT CURRENTLY PAID BY
THE PORTFOLIOS.
For a more complete discussion of these proposals, please read the proxy
statement, and exhibits thereto, in full. As a shareholder of a Fund, you have
the opportunity to voice your opinion on these proposals. The enclosed package
contains information about the proposals and the materials to use when voting by
mail.
PLEASE VOTE PROMPTLY. YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU
OWN. IN ORDER TO SPARE THE EXPENSE OF FOLLOW-UP SOLICITATIONS, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN THE CARD AS SOON AS POSSIBLE IN
THE POSTAGE-PAID ENVELOPE.
If you have any questions before you vote, please contact your service
representative. Thank you for your participation.
Sincerely,
Bankers Trust Company
Investment Adviser of the Portfolios
<PAGE>
BT INVESTMENT FUNDS
INTERNATIONAL EQUITY FUND
LATIN AMERICAN EQUITY FUND
BT INSTITUTIONAL FUNDS
INTERNATIONAL EQUITY FUND
One Bankers Trust Plaza, 130 Liberty Street, New York, New York 10006
1(800)730-1313
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 15, 1998
A Special Meeting of Shareholders of the International Equity Fund and Latin
American Equity Fund (series of BT Investment Funds) and International Equity
Fund (a series of BT Institutional Funds), will be held at the offices of BT
Alex. Brown, Inc., One South Street, Baltimore, Maryland 21202, on January 15,
1998, at 10:00 a.m. for the following purposes, all as set forth in the
accompanying Proxy Statement. The International Equity Funds invest all of their
investable assets in International Equity Portfolio and Latin American Equity
Fund invests all of its investable assets in Latin American Equity Portfolio.
PROPOSAL 1. Approval or disapproval of a new Investment Advisory Agreement by
and between International Equity Portfolio and Bankers Trust Company and
approval or disapproval of a new Investment Advisory Agreement by and between BT
Investment Portfolios, on behalf of Latin American Equity Portfolio, and Bankers
Trust Company;
PROPOSAL 2. Approval or disapproval of a Sub-Investment Advisory Agreement by
and between Bankers Trust Company and BT Fund Managers International Limited on
behalf of International Equity Portfolio and approval or disapproval of a
Sub-Investment Advisory Agreement by and between Bankers Trust Company and BT
Investment Portfolios, on behalf of Latin American Equity Portfolio; and
PROPOSAL 3. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
The Boards of Trustees have fixed November 25, 1997, as the record date for
determination of shareholders entitled to vote at the Meeting.
By Order of the Trustees
Jay S. Neuman
Secretary
December 3, 1997
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING
AND RETURNING THE ENCLOSED PROXY WHICH WILL HELP IN AVOIDING THE ADDITIONAL
EXPENSES OF A SECOND SOLICITATION. THE STAMPED, SELF-ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you
and avoid the time and expense involved in validating your vote if you fail to
sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION VALID SIGNATURES
CORPORATE ACCOUNTS
(1) ABC Corp. ..........................ABC Corp.
(2) ABC Corp. ..........................John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer ...............John Doe
(4) ABC Corp. Profit Sharing Plan ....John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust ..............................Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 .............................Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ..John B. Smith
(2) John B. Smith ...................John B. Smith, Jr., Executor
<PAGE>
3
PRELIMINARY COPY
PROXY STATEMENT
Summary
This Proxy Statement is being furnished in connection with the solicitation of
proxies by and on behalf of the Boards of Trustees (the "Boards") of BT
Investment Funds and BT Institutional Funds (each a "Trust" and, collectively,
the "Trusts") to be used at a Special Meeting of Shareholders (the "Meeting") of
International Equity Fund and Latin American Equity Fund (series of BT
Investment Funds) and International Equity Fund (a series of BT Institutional
Funds) (each a "Fund" and, collectively, the "Funds") to be held at the offices
of BT Alex. Brown, Inc., One South Street, Baltimore, Maryland 21202, on January
15, 1998, at 10:00 a.m., for the purposes set forth in the accompanying Notice.
The International Equity Funds seek to achieve their respective investment
objective by investing all of their investable assets in International Equity
Portfolio. The Latin American Equity Fund seeks to achieve its investment
objective by investing all of its investable assets in Latin American Equity
Portfolio, a series of BT Investment Portfolios. (International Equity Portfolio
and Latin American Equity Portfolio are referred to herein collectively as the
"Portfolios.") The Portfolios, which have the same investment objective as the
Funds investing in them, are open-end management investment companies.
Bankers Trust Company ("Bankers Trust") has served as the investment adviser for
each Portfolio since its inception. Acting on Bankers Trust's recommendation,
the Board of Trustees of each Portfolio has approved new contracts to effect the
appointment of an affiliate of Bankers Trust, BT Fund Managers International
Limited ("FMIL"), as a Sub-Adviser to each Portfolio. Please note that, with
respect to the International Equity Portfolio, Bankers Trust has no intention to
change the current New York-based portfolio management team. Under the proposed
sub-advisory arrangement, FMIL would provide additional global research
resources and foreign currency management expertise to International Equity
Portfolio's current management team. However, before FMIL can begin to serve as
a Sub-Adviser, shareholders of the Funds must also approve: the new Investment
Advisory Agreement, which differs from Bankers Trust's current contract mainly
in that it gives Bankers Trust the ability to delegate some or all of its
investment advisory duties (Proposal 1); as well as the new Sub-Investment
Advisory Agreement between Bankers Trust and FMIL (Proposal 2). Approval of
these Agreements will not result in an increase in the fees for investment
management currently paid by the Portfolios. THE TRUSTEES OF THE PORTFOLIOS AND
THE FUNDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR BOTH PROPOSALS. These
matters will be voted on separately with respect to each Portfolio by the
shareholders of its corresponding Fund(s).
GENERAL INFORMATION
Solicitation of proxies is first being made by the mailing of this Notice and
Proxy Statement, with its enclosures, on or about December 3, 1997.
Each Trust will furnish, without charge, a copy of their respective Fund's most
recent annual report, which includes audited financial statements, to any
shareholder of record upon request. Requests for an annual report should be
directed to the Service Agent, Bankers Trust Company, One Bankers Trust Plaza,
130 Liberty Street, New York, New York 10006, or by calling toll-free
1-800-730-1313.
On November 25, 1997 ("Record Date"), the following Funds had shares of
beneficial interest outstanding, in the number indicated, that are entitled to
vote:
International Equity Fund (a series of BT Investment Funds)
XXX shares outstanding
Latin American Equity Fund (a series of BT Investment Funds)
XXX shares outstanding
International Equity Fund (a series of BT Institutional Funds)
XXX shares outstanding
As of the Record Date, all Trustees and officers of each Trust, as a group,
owned less than 1% of the outstanding shares of its respective Fund(s) and of
the Trust. The following persons beneficially owned more than 5% of the
outstanding shares of the Funds on the Record Date:
International Equity Fund (a series of BT Investment Funds)
[Insert 5 % holders]
Latin American Equity Fund (a series of BT Investment Funds) [Insert 5 %
holders]
International Equity Fund - (a series of BT Institutional Funds) Class I Shares
[Insert 5 % holders] Class II Shares [Insert 5 % holders]
Only shareholders of record as of the close of business on the Record Date will
be entitled to notice of, and to vote at, the Meeting or any adjournment
thereof. Shareholders of both International Equity Funds will vote as a single
group. Separate votes will be taken on each proposal by both the International
Equity Funds and by the Latin American Equity Fund. A quorum for each Fund is
required in order to hold the Meeting with respect to that Fund. The holders of
a majority of the shares of each Fund outstanding at the close of business on
the Record Date present in person or represented by proxy will constitute a
quorum for each Fund at the Meeting. It is essential that shareholders who own
shares in more than one Fund complete, date, sign and return each proxy card
they receive.
For purposes of determining a quorum for each Fund for transacting business at
the Meeting, abstentions and broker "non- votes" (that is, proxies from brokers
or nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of the proposals. If the
enclosed form of proxy is properly executed and returned in time to be voted at
the Meeting, the proxies named therein will vote the shares represented by the
proxy in accordance with the instructions marked thereon. Unmarked proxies will
be voted "FOR" the proposals and "FOR" any other matters deemed appropriate. A
proxy may be revoked at any time on or before the Meeting by written notice to
the Secretary of the respective Trust, One Bankers Trust Plaza, 130 Liberty
Street, New York, New York 10006. Unless revoked, all valid proxies will be
voted in accordance with the specifications thereon or, in the absence of such
specifications, for the proposals.
Shareholders of the Funds are being asked to vote on the following proposals
with respect to the Portfolios because the Portfolios have requested their
investors (principally the Trusts) to vote on the proposals. The Trusts will
cast all of the Funds' votes in the same proportion as the votes of the Funds'
shareholders. Fund shareholders who do not vote will not affect the Trusts'
votes as investors in the Portfolios. The percentage of the Trusts' votes
representing Fund shareholders not voting will be voted by the Trustees or
officers of the respective Trust in the same proportion as Fund shareholders who
do, in fact, vote (including abstentions). Each of the proposals with respect to
a Portfolio will require approval by a "majority of the outstanding voting
securities" of that Portfolio.
As defined by the Investment Company Act of 1940, "majority of the outstanding
voting securities" of a Portfolio means the lesser of (a) 67% of the shares of
the Portfolio present at the Meeting if the holders of more than 50% of the
outstanding shares of the Portfolio are present in person or by proxy or (b)
more than 50% of the outstanding shares of the Portfolio.
Because of the voting procedure described above, these voting percentages will
be applied and determined at the Fund level. In the case of the International
Equity Portfolio, they will be applied to the combined shares outstanding, and
votes cast on behalf, of the two International Equity Funds.
PROPOSAL 1. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BY
AND BETWEEN INTERNATIONAL EQUITY PORTFOLIO AND BANKERS TRUST COMPANY AND
APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BY AND BETWEEN BT
INVESTMENT PORTFOLIOS, ON BEHALF OF LATIN AMERICAN EQUITY PORTFOLIO, AND BANKERS
TRUST COMPANY.
On April 8, 1992, International Equity Portfolio entered into an Investment
Advisory Agreement ("Present Contract - 1992") with Bankers Trust to act as the
Portfolio's investment adviser. For the services provided and the expenses
assumed pursuant to the Present Contract - 1992, the International Equity
Portfolio pays Bankers Trust a fee, computed daily and payable monthly, an
amount equal to the rate of 0.65% of the International Equity Portfolio's
average daily net assets.
On April 28, 1993, BT Investment Portfolios, on behalf of its beneficial
interests, of which Latin American Equity Portfolio is one, entered into an
Investment Advisory Agreement ("Present Contract - 1993") with Bankers Trust to
act as the Portfolio's investment adviser. For the services provided and the
expenses assumed pursuant to the Present Contract - 1993, BT Investment
Portfolios, on behalf of Latin American Equity Portfolio, pays Bankers Trust a
fee, computed daily and payable monthly, an amount equal to the rate of 1.00% of
the Latin American Equity Portfolio's average daily net assets.
The terms of the Present Contract - 1992 and Present Contract - 1993 ("Present
Contracts") are substantially identical. Each of the Present Contracts was most
recently approved by its respective Trustees, including a majority of the
Trustees who are not interested Trustees, on March 26, 1997, at a regular
meeting of the Board of Trustees.
Shareholders of the Funds are being asked to approve a new investment advisory
contract ("New Contract") which is substantially identical to each of the
Present Contracts. The provisions of the New Contract differ from those of the
Present Contracts in only two respects. First, the proposed New Contract
contains a new provision, sub-paragraph 2(d), that grants Bankers Trust specific
ability to delegate all or a portion of its investment management
responsibilities to a sub-adviser. Second, references in the Present Contracts
to state "Blue Sky" limitations have been deleted, because such limitations have
become inoperative with the passage of the National Securities Markets
Improvement Act of 1996. NO CHANGES TO THE PORTFOLIOS' ADVISORY FEES ARE BEING
PROPOSED; THUS, APPROVAL OF THE PROPOSALS WILL NOT AFFECT THE EXPENSES OF ANY
FUND.
A copy of the New Contract is attached hereto as Exhibit 1.
The Trustees of the Portfolios and the Funds considered the New Contract at
their meetings on September 2, 1997 and October 7, 1997. Bankers Trust
recommended approval of the New Contract primarily to give it the ability to
delegate certain advisory duties to a sub-adviser (as discussed in Proposal 2
below). For the reasons discussed in connection with approving the addition of
FMIL as the sub-adviser (see Proposal 2), the Trustees unanimously approved the
New Contract on October 7, 1997.
As with the Present Contracts, under the terms of the New Contract, Bankers
Trust would be responsible for the management of each Portfolio subject to the
supervision and direction of their respective Boards. Bankers Trust agrees to
provide a continuous investment program for the Portfolios, including investment
research and management with respect to all securities, investments, cash and
cash equivalents in the Portfolios. Bankers Trust will determine from time to
time what securities and other investments will be purchased, retained or sold
by the Portfolios. Bankers Trust provides the services rendered in accordance
with each Portfolio's investment objective as stated in the Portfolio's
then-current Registration Statement on Form N-1A. Bankers Trust would undertake
to conform with all applicable Rules and Regulations of the Securities and
Exchange Commission and with the Securities Act of 1933, the Securities Act of
1934, the Investment Company Act of 1940 and the Investment Advisers Act of
1940, as the same may from time to time be amended and conducts its activities
in accordance with regulations of the Board of Governors of the Federal Reserve
system. As noted above, however, the New Contract specifically permits Bankers
Trust to delegate all or a portion of its duties to a sub-investment adviser.
As with the Present Contracts, Bankers Trust would bear all expenses in
connection with the performance of services under the New Contract, including
expenses of retaining a sub-investment adviser.
As with the Present Contracts, the New Contract provides that Bankers Trust
shall not be liable for any error in judgment or mistake of law or for any loss
suffered by a Portfolio in connection with matters to which the New Contract
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of Bankers Trust or
reckless disregard of the obligations or duties of Bankers Trust under the New
Contract.
The New Contract will remain in effect until the second anniversary of the date
of its execution and shall continue in effect for successive twelve month
periods with respect to each Portfolio, provided such continuance is
specifically approved at least annually by vote of a majority of the respective
Portfolio's Trustees, including a majority of the independent Trustees, cast in
person at a meeting called for the purpose of voting on such approval or by vote
of a majority of the outstanding voting securities of each Portfolio. The New
Contract may be terminated by the respective Portfolio's Trustees at any time
without penalty, or by a vote of a majority of the outstanding voting securities
of a respective Portfolio on 60 days' written notice to Bankers Trust. The New
Contract may be terminated by Bankers Trust at any time, without penalty, on 90
days' written notice to the Portfolios. The New Contract will immediately
terminate in the event of its assignment (as such term is defined in the
Investment Company Act of 1940) or in the event of the termination of the
Portfolios' New Contract with Bankers Trust.
For the fiscal year ended September 30, 1997, Bankers Trust accrued $556,352.16
in compensation for investment advisory services provided to International
Equity Portfolio. During the same period, Bankers Trust reimbursed $529,389.52
to the Portfolio to cover expenses.
For the fiscal year ended September 30, 1997, Bankers Trust accrued $28,775.99
in compensation for investment advisory services provided to Latin American
Equity Portfolio. During the same period, Bankers Trust reimbursed $84,637.82 to
the Portfolio to cover expenses.
INFORMATION REGARDING BANKERS TRUST, THE INVESTMENT ADVISER
Bankers Trust, a New York banking corporation, is a wholly owned subsidiary of
Bankers Trust New York Corporation. The business address of Bankers Trust and
each of its officers and Trustees is One Bankers Trust Plaza, 130 Liberty
Street, New York, New York 10006.
As of September 30, 1997, Bankers Trust New York Corporation was the seventh
largest bank holding company in the United States with total assets of
approximately $140 billion.
Set forth below are the names, addresses, and principal businesses of the
directors and principal executive officers of Bankers Trust:
Frank N. Newman, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Chairman of the Board, Chief Executive Officer and President,
Bankers Trust New York Corporation and Bankers Trust Company; Director,
Bankers Trust Company; Director, Dow-Jones, Inc.; and Director, Carnegie
Hall.
Richard H. Daniel, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Vice Chairman and Chief Financial Officer, Bankers Trust Company
and Bankers Trust New York Corporation; Beneficial owner, general partner,
Daniel Brothers, Daniel Lingo & Assoc., Daniel Pelt & Assoc.; Beneficial
owner, Rhea C. Daniel Trust.
George J. Vojta, Bankers Trust Company, 130 Liberty Street, New York, NY
10006. Vice Chairman, Bankers Trust New York Corporation and Bankers Trust
Company; Director, Bankers Trust Company; Director; Alicorp S.A.; Director;
Northwest Airlines; Director, Private Export Funding Corp.; Director, New
York State Banking Board; Director, St. Lukes-Roosevelt Hospital Center;
Partner, New York City Partnership; and Chairman, Wharton Financial Services
Center.
David Marshall, 130 Liberty Street, New York, New York 10006. Chief
Information Officer and Executive Vice President, Bankers Trust New York
Corporation; Senior Managing Director, Bankers Trust Company.
Melvin A. Yellin, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Senior Managing Director and General Counsel of Bankers Trust New
York Corporation and Bankers Trust Company; Director, 1136 Tenants
Corporation; and Director, ABA Securities Association.
A.B. Krongard, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Vice President of the Board of Directors of Bankers
Trust New York Corporation and Bankers Trust Company; Director, Bankers
Trust New York Corporation; Director, Alex. Brown Capital Advisory &
Trust Company; Director, Securities Industry Association.
Lee A. Ault III, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. President, Lee Ault & Company; General Partner, Badger Ridge
Farm; Director, Bankers Trust Company; Director, Equifax Inc.; Director,
Pacific Crest Outward Bound School; Director, Saltec International, Inc.;
Director, Sunrise Medical Inc.; Director, Viking Office Products, Inc.
Neil R. Austrian, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. President and Chief Operating Officer, National Football League;
Director, Bankers Trust Company; Director, Refac Technology; Trustee,
Swarthmore College; Director, Viking Office Products, Inc.
George B. Beitzel, International Business Machines Corporation, Old Orchard
Road, Armonk, NY 10504. Director, Bankers Trust Company; Retired senior vice
president and Director, International Business machines Corporation;
Director, Computer Task Group; Director, Phillips Petroleum Company;
Director, Caliber Systems, Inc. (formerly, Roadway Services Inc.); Director,
Rohm and Haas Company; Director, TIG Holdings; Chairman emeritus of Amherst
College; and Chairman of the Colonial Willimsburg Foundation.
Philip A. Griffiths, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Director, Institute for Advanced Study; Director, Bankers Trust
Company; Chairman, Committee on Science, Engineering and Public Policy of the
National Academies of Sciences and Engineering & the Institute of Medicine;
and Chairman and member, Nominations Committee and Committee on Science and
Engineering Indicators, National Science Board; Trustee, North Carolina
School of Science and Mathematics and the Woodward Academy.
William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001, Plano, TX
75301-0001. Chairman Emeritus, J.C. Penney Company, Inc.; Director,
Bankers Trust Company; Director, Exxon Corporation; Director, Halliburton
Company; Director, Warner-Lambert Corporation; Director, The
Williams Companies, Inc.; and Director, National Retail Federation.
Vernon E. Jordan, Jr., Akin, Gump, Strauss, Hauer & Feld, LLP, 1333 New
Hampshire Ave., N.W., Washington, DC 20036. Senior Partner, Akin, Gump,
Strauss, Hauer & Feld, LLP; Director, Bankers Trust Company; Director,
American Express Company; Director, Dow-Jones, Inc.; Director, J.C. Penney
Company, Inc.; Director, Revlon Group Incorporated; Director, Ryder System,
Inc.; Director, Sara Lee Corporation; Director, Union Carbide Corporation;
Director, Xerox Corporation; Trustee, Brookings Institution; Trustee, The
Ford Foundation; and Trustee, Howard University.
Hamish Maxwell, Philip Morris Companies Inc., 120 Park Avenue, New York, NY
10006. Retired Chairman and Chief Executive Officer, Philip Morris Companies
Inc.; Director, Bankers Trust Company; Director, The News Corporation
Limited; Director, Sola International Inc.; and Chairman, WWP Group Pic.
N.J. Nicholas Jr., 745 Fifth Avenue, New York, NY 10020. Director, Bankers
Trust Company; Director, Boston Scientific Corporation; and
Director, Xerox Corporation.
Russell E. Palmer, The Palmer Group, 3600 Market Street, Suite 530,
Philadelphia, PA 19104. Chairman and Chief Executive Officer of The Palmer
Group; Director, Bankers Trust Company; Director, Allied-Signal Inc.;
Director, Federal Home Loan Mortgage Corporation; Director, GTE Corporation;
Director, The May Department Stores Company; Director, Safeguard Scientifics,
Inc.; and Trustee, University of Pennsylvania.
Donald L. Staheli, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Chairman of the Board and Chief Executive Officer, Continental
Grain Company; Director, Bankers Trust Company; Director, ContiFinancial
Corporation; Director, Prudential Life Insurance Company of America;
Director, Fresenius Medical Care, A.g.; Director, America-China Society;
Director, National Committee on United States-China Relations; Director, New
York City Partnership; Chairman, U.S.-China Business Council; Chairman,
Council on Foreign Relations; Chairman, National Advisor Council of Brigham
Young University's Marriott School of Management; Vice Chairman, The Points
of Light Foundation; and Trustee, American Graduate School of International
Management.
Patricia Carry Stewart, c/o Office of the Secretary, 130 Liberty Street, New
York, NY 10006. Director, Bankers Trust Company; Director, CVS Corporation;
Director, Community Foundation for Palm Beach and Martin Counties; Trustee
Emerita, Cornell University.
G. Richard Thoman, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. President and Chief Operating Officer, Xerox Corporation;
Director, Bankers Trust Company; Director, Union Bancaire Privee.
Paul A. Volcker, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Director, Bankers Trust Company; Director, American Stock
Exchange; Director, Nestle S.A.; Director, Prudential Insurance Company;
Director, UAL Corporation; Chairman, Group of 30; North American Chairman,
Trilateral Commission; Co-Chairman, Bretton Woods Committee; Co-Chairman,
U.S./Hong Kong Economic Cooperation Committee; Director, American Council on
Germany; Director, Aspen Institute; Director, Council on Foreign Relations;
Director, The Japan Society; and Trustee, The American Assembly.
The following schedule lists the advisory fees for each of the investment
companies with a similar investment objective for which Bankers Trust acts as
investment adviser and its approximate net assets (in millions), in parentheses,
as of March 31, 1997:
BT INVESTMENT PORTFOLIOS PACIFIC BASIN EQUITY PORTFOLIO
($31.9) .75% of 1% of Average Daily Net Assets SMALL CAP
PORTFOLIO.($148.2) .65% of 1% of Average Daily Net
Assets (.58% after reimbursements or waivers) CAPITAL
APPRECIATION PORTFOLIO ($45.3) .65% of 1% of Average
Daily Net Assets (.58% after reimbursements or waivers)
BT INVESTMENT EQUITY APPRECIATION FUND ($128.8) .65% of 1%
of Average Daily Net Assets (.58% after reimbursements
or waivers)
Under Administration and Services Agreements with each Portfolio and each Trust,
Bankers Trust provides administrative and other services, including custody,
transfer agency, and fund accounting, to the Portfolios and the Trusts. On a
continuous basis, Bankers Trust furnishes the Portfolios and the Funds with such
administrative and accounting services as the Boards reasonably deem necessary
for the proper administration of the Portfolios and the Trusts, including
statistical and research data; agendas, minutes, and supporting documentation
for meetings of the respective Boards of Trustees; monitoring reports and
assistance regarding the Portfolio's and Trust's compliance with its respective
investment objective and policies and federal and state securities laws;
accounting, bookkeeping and recordkeeping services; calculation of the value of
each Portfolio's and each Fund's assets; and generally assists in all aspects of
the Portfolios' and Funds' operations.
As Custodian for the Portfolios and the Trusts, Bankers Trust holds, and is
responsible for, each Fund's and each Portfolio's securities and monies in
segregated Custodial Accounts.
As Transfer Agent, Bankers Trust maintains shareholder account records for each
Portfolio and each Fund; issues, transfers and cancels stock certificates;
processes, and prepares and mails confirmations to shareholders for, purchases
and liquidations of shares and other transactions; handles certain
communications between shareholders and the Trusts; and causes to be distributed
any dividends and distributions payable by the Trusts.
For the fiscal year ended September 30, 1997, Bankers Trust accrued $665,206.88
in compensation for administrative and other services provided to the BT
Investment Funds' International Equity Fund. During the same period, Bankers
Trust reimbursed $49,136.73 to cover expenses.
For the fiscal year ended September 30, 1997, Bankers Trust accrued $24,245.75
in compensation for administrative and other services provided to the BT
Institutional Funds' International Equity Fund. During the same period, Bankers
Trust reimbursed $50,073.70 to cover expenses.
For the fiscal year ended September 30, 1997, Bankers Trust received $475,456.23
in compensation for administrative and other services provided to International
Equity Portfolio.
For the fiscal year ended September 30, 1997, Bankers Trust accrued $27,137.34
in compensation for administrative and other services provided to Latin American
Equity Fund. During the same period, Bankers Trust reimbursed $32,230.64 to
cover expenses. For the same period, Bankers Trust received $55,108.09 in
compensation for administrative and other services provided to Latin American
Equity Portfolio.
THE BOARDS OF THE TRUSTS UNANIMOUSLY RECOMMEND THAT THE FUNDS' SHAREHOLDERS
APPROVE PROPOSAL 1.
THE APPROVAL OF PROPOSAL 2. IS CONTINGENT UPON THE APPROVAL OF PROPOSAL 1. IN
THE EVENT THAT THE NEW INVESTMENT ADVISORY AGREEMENT IS NOT APPROVED BY THE
FUNDS' SHAREHOLDERS, BANKERS TRUST WOULD REMAIN SOLELY RESPONSIBLE FOR PROVIDING
INVESTMENT ADVICE TO THE PORTFOLIOS UNDER THE TERMS OF THE PRESENT CONTRACTS,
EVEN IF THE PROPOSED SUB-INVESTMENT ADVISORY AGREEMENT DISCUSSED IN PROPOSAL 2
BELOW IS APPROVED. LIKEWISE, IF THE NEW INVESTMENT ADVISORY AGREEMENT IS
APPROVED BUT THE PROPOSED SUB-INVESTMENT ADVISORY AGREEMENT IS NOT APPROVED,
BANKERS TRUST WOULD AGAIN BE SOLELY RESPONSIBLE FOR PROVIDING INVESTMENT ADVICE
TO THE PORTFOLIOS UNDER THE TERMS OF THE NEW INVESTMENT ADVISORY AGREEMENT.
PROPOSAL 2. APPROVAL OR DISAPPROVAL OF A SUB-INVESTMENT ADVISORY AGREEMENT BY
AND BETWEEN BANKERS TRUST COMPANY AND BT FUND MANAGERS INTERNATIONAL LIMITED ON
BEHALF OF INTERNATIONAL EQUITY PORTFOLIO AND APPROVAL OR DISAPPROVAL OF A
SUB-INVESTMENT ADVISORY AGREEMENT BY AND BETWEEN BANKERS TRUST COMPANY AND BT
INVESTMENT PORTFOLIOS, ON BEHALF OF LATIN AMERICAN EQUITY PORTFOLIO.
Under the terms of the proposed Sub-Investment Advisory Agreement, FMIL would
manage the Portfolios subject to the supervision and direction of Bankers Trust
and the respective Boards of each Portfolio. As discussed further below, FMIL,
like Bankers Trust, is also a wholly owned subsidiary of Bankers Trust New York
Corporation. Under this Agreement, FMIL agrees to provide a continuous
investment program for the Portfolios, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Portfolios. FMIL will determine from time to time what
securities and other investments will be purchased, retained or sold by a
Portfolio. FMIL will provide the services rendered in accordance with each
Portfolio's investment objective as stated in the Portfolio's then-current
Registration Statement on Form N-1A. FMIL further agrees to conform with all
applicable Rules and Regulations of the Securities and Exchange Commission and
with the Securities Act of 1933, the Securities Act of 1934, the Investment
Company Act of 1940 and the Investment Advisers Act of 1940, as the same may
from time to time be amended, and will conduct its activities in accordance with
regulations of the Board of Governors of the Federal Reserve system.
The Sub-Investment Advisory Agreement provides that FMIL shall not be liable for
any error in judgment or mistake of law or for any loss suffered by a Portfolio
in connection with matters to which the Sub-Investment Advisory Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard of the
obligations or duties of FMIL under the Sub-Investment Advisory Agreement.
The Sub-Investment Advisory Agreement will remain in effect until the second
anniversary of the date of its execution and shall continue in effect for
successive twelve month periods with respect to each Portfolio, provided such
continuance is specifically approved at least annually by vote of a majority of
the respective Portfolio's Trustees, including a majority of the independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval or by vote of a majority of the outstanding voting securities of each
Portfolio. The Sub-Investment Advisory Agreement may be terminated with respect
to any Portfolio at any time without penalty, by the Trustees, upon notification
to the Trustees or by a vote of a majority of the outstanding voting securities
of a respective Portfolio on 60 days' written notice to FMIL. The Sub-Investment
Advisory Agreement may be terminated by FMIL at any time, without penalty, on 90
days' written notice to Bankers Trust and the Portfolios. The Sub-Investment
Advisory Agreement will immediately terminate in the event of its assignment (as
such term is defined in the Investment Company Act of 1940 and the rules
thereunder).
For the services provided and the expenses assumed by FMIL pursuant to the
Sub-Investment Advisory Agreement, Bankers Trust, the investment adviser, will
pay FMIL a fee, computed daily and payable monthly, equal to 100% of Bankers
Trust's monthly fee as adviser to Latin American Equity Portfolio, multiplied by
the amount of Bankers Trust's advisory fee after application of waivers and/or
reimbursements, if any. With respect to International Equity Portfolio, BT shall
pay FMIL for those assets which FMIL participates in managing [50]% of BT's
monthly compensation receivable pursuant to the Investment Advisory Agreement
with respect to such assets after the application of waivers and/or
reimbursements, if any.
A copy of the Sub-Investment Advisory Agreement is attached hereto as Exhibit 2.
INFORMATION REGARDING THE PROPOSED SUB-ADVISER, BT FUND MANAGERS INTERNATIONAL
LIMITED
BT Fund Managers International Limited is a wholly owned registered investment
advisory subsidiary of Bankers Trust Australia Limited ("BTAL"). BTAL is a
wholly owned subsidiary of Bankers Trust New York Corporation. BTAL, which was
granted a banking license in 1986, is the parent of Bankers Trust Australia
Group which is headquartered in Sydney, Australia, with offices in Melbourne,
Perth, Brisbane, Adelaide, London and Hong Kong.
The Trustees of the Portfolios and the Funds considered Bankers Trust's
recommendation for the addition of FMIL, a registered investment adviser, as a
Sub-Adviser to the Portfolios at their meetings on September 2, 1997, and
October 7, 1997, and unanimously approved this action and the related Agreements
at the latter meeting. Among the factors considered by the Trustees was their
familiarity with the services currently performed by FMIL as Sub-Adviser to the
Pacific Basin Equity Portfolio (another series of BT Investment Portfolios), and
that Portfolio's strong relative performance. They also reviewed the background
and experience of the FMIL portfolio management team, under the leadership of
Mr. Paul Durham, Executive Vice President and head of emerging markets equity
management. The Trustees also considered FMIL's favorable performance record in
managing investments in a variety of regional and global market sectors,
including Latin America.
In making these presentations to the Trustees, Bankers Trust and FMIL noted that
FMIL has earned recognition as a leading global investment organization. This
success was attributed to a number of factors, including a highly experienced
and skilled staff (totaling over 80 portfolio managers and analysts) that
functions effectively in a team approach; consistent application of strong
investment research capabilities using Bankers Trust's offices worldwide and
other proprietary resources to formulate unique analyses of potential
investments; a process that includes a large number of on-site visits to
companies being considered for investment and rigorous quantitative analysis;
thorough analysis and active management of various risks; and the significant
amounts of assets currently managed in these markets. In this regard, it was
noted that FMIL manages over $40 billion in assets for clients throughout the
world, including over $2 billion currently for U.S. clients.
The Trustees also considered Bankers Trust's assessment that the addition of
FMIL as Sub-Adviser would enhance Bankers Trust's ability to draw on these
proprietary research-related resources and other strengths in managing the
Portfolios. It was noted that FMIL also has extensive experience in foreign
currency transactions and currency risk management, as well as in how to
effectively trade in various foreign markets, all of which would be of value to
the Portfolios. On a more general level, Bankers Trust suggested that the
ability to associate these Portfolios more closely with FMIL is expected to
produce collateral benefits as well. In that regard, the Trustees reviewed prior
discussions concerning Bankers Trust's overall desire to restructure its various
asset management units in order to present clearer distinctions to the
marketplace and leverage the unique strengths of each unit. It was noted that
Bankers Trust itself is generally recognized as a top-quality "quantitative"
manager of indexed, stable value, and other structured products, but is perhaps
much less recognized for its skill in active investment management. On the other
hand, Bankers Trust suggested that FMIL is already acknowledged as a strong
active manager of global assets, and thus it is believed that adding FMIL's name
to the Portfolios' management structure will enable a more focused and effective
marketing approach, which could emphasize the combined strengths of Bankers
Trust and FMIL. Bankers Trust suggested that in this way the Funds could better
position themselves for future growth.
The Trustees also considered Bankers Trust's statement that there was no present
intention to change the particular portfolio managers currently responsible for
the International Equity Portfolio, although, as a matter of internal
organization, their unit would be encompassed within FMIL. With respect to the
Latin American Equity Portfolio, the Trustees spoke with, and reviewed the
qualifications of, Mr. Mark Haet, who would assume primary responsibility for
management of this Portfolio if the Proposals are approved. In addition to
reviewing Mr. Haet's strong performance in managing other Latin American
investment products for FMIL, the Trustees noted that he and his colleagues at
FMIL spend an average of six to eight weeks a year on site in Latin America,
researching investment prospects.
The Trustees reviewed FMIL's compliance processes, in which Bankers Trust
expressed a high degree of confidence, noting Bankers Trust's frequent
communications with FMIL on compliance matters and FMIL's diligence in this
important area. Representatives of FMIL discussed with the Trustees their
procedures for producing and reviewing risk assessments on each managed
portfolio.
Set forth below are the names and addresses of the directors and officers of
FMIL:
David Martin Hoare, 16A Stanhope Road, Killara NSW 2071, Australia, Chairman
of the Board.
Kevin Patrick O'Donnell, 4/33 Muston Street, Mosman NSW 2088, Australia,
Director.
David Maurice Williams, 7 Victoria Avenue, Canterbury VIC 3126, Australia,
Director.
THE BOARDS OF THE TRUSTS UNANIMOUSLY RECOMMEND THAT THE FUNDS' SHAREHOLDERS
APPROVE PROPOSAL 2.
PROPOSAL 3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
Neither the Trustees of the Trusts nor the persons appointed as proxies are
aware of any matters other than those set forth in the accompanying Notice of
Special Meeting which may be presented by others, nor do they have any intention
of bringing before the Meeting for action any matters other than those specified
in such Notice. If any other business shall properly come before the Meeting,
the persons appointed as proxies shall vote thereon in accordance with their
best judgment.
ADDITIONAL INFORMATION
VOTING INFORMATION
This Proxy Statement is furnished in connection with a solicitation of proxies
by the Boards of the Trusts to be used at the Special Meeting of Shareholders of
the Funds to be held at 10:00 a.m. on January 15, 1998, at the offices of BT
Alex. Brown, Inc., One South Street, Baltimore, Maryland 21202 and at any
adjournment thereof. This Proxy Statement, along with a Notice of the Special
Meeting and a proxy card, is first being mailed to shareholders of the Funds on
or about December 3, 1997.
Proxy solicitations will be made primarily by mail, but proxy solicitations also
may be made by telephone, telegraph or personal interviews conducted by officers
and employees of the Trusts, Edgewood Services, Inc., the distributor of shares
of the Funds, and/or Bankers Trust or its agents. Expenses of the proxy
solicitation and the preparation of enclosures to the Proxy Statement,
reimbursement of expenses of forwarding solicitation material to beneficial
owners of shares of the Funds and expenses incurred in connection with the
preparation of this Proxy Statement, will be borne by Bankers Trust.
In the event that sufficient votes to approve the Proposals are not received by
January 15, 1998, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any such adjournment will require an affirmative vote by the holders of a
majority of the shares present in person or by proxy and entitled to vote at the
Meeting. The persons named as proxies will vote upon a decision to adjourn the
Meeting.
SHAREHOLDER PROPOSALS
The Trusts do not hold annual shareholders' meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to the Secretary of
the Trust at the address on the cover page of this Proxy Statement.
IT IS IMPORTANT THAT PROXIES BE RETURNED.
<PAGE>
BT INVESTMENT FUNDS
BT INSTITUTIONAL FUNDS
INVESTMENT ADVISER OF EACH PORTFOLIO AND ADMINISTRATOR
BANKERS TRUST COMPANY
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
DISTRIBUTOR
EDGEWOOD SERVICES, INC.
Clearing Operations
P.O. Box 897
Pittsburgh, Pennsylvania 15230-0897
TRANSFER AGENT AND CUSTODIAN
BANKERS TRUST COMPANY
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
SERVICE AGENT
BANKERS TRUST COMPANY
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
1(800)730-3131
INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
1100 Main Street
Suite 900
Kansas City, Missouri 64105
COUNSEL WILLKIE FARR AND GALLAGHER One Citicorp Center 153 East 53rd Street New
York, NY 10022-4669
BT INVESTMENT FUNDS
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
BT INSTITUTIONAL FUNDS
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES
OF BT INVESTMENT FUNDS AND BT INSTITUTIONAL FUNDS
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby appoints Jay S.
Neuman, C. Todd Gibson, Scott Liotta, Amy Olmert, and Brian Wixted as proxies,
each with the power to appoint his substitute, and hereby authorizes each of
them acting singly or jointly to represent and to vote, as designated below, all
shares of beneficial interest of International Equity Fund and/or Latin American
Equity Fund (series of BT Investment Funds) and/or International Equity Fund (a
series of BT Institutional Funds) held of record by the undersigned on November
25, 1997, at the Special Meeting of Shareholders to be held on January 15, 1998
or any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Meeting or any adjournment thereof.
The Boards recommend that you vote FOR each of the following proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF BT INVESTMENT
FUNDS AND BT INSTITUTIONAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
PROPOSAL 1. APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BY
AND BETWEEN INTERNATIONAL EQUITY PORTFOLIO AND BANKERS TRUST COMPANY AND
APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BY AND BETWEEN BT
INVESTMENT PORTFOLIOS, ON BEHALF OF LATIN AMERICAN EQUITY PORTFOLIO, AND BANKERS
TRUST COMPANY.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 2. APPROVAL OR DISAPPROVAL OF A SUB-INVESTMENT ADVISORY AGREEMENT BY
AND BETWEEN BANKERS TRUST COMPANY AND BT FUND MANAGERS INTERNATIONAL LIMITED ON
BEHALF OF INTERNATIONAL EQUITY PORTFOLIO AND APPROVAL OR DISAPPROVAL OF A
SUB-INVESTMENT ADVISORY AGREEMENT BY AND BETWEEN BANKERS TRUST COMPANY AND BT
INVESTMENT PORTFOLIOS, ON BEHALF OF LATIN AMERICAN EQUITY PORTFOLIO.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
THE APPROVAL OF PROPOSAL 2. IS CONTINGENT UPON THE APPROVAL OF PROPOSAL 1. IN
THE EVENT THAT THE NEW INVESTMENT ADVISORY AGREEMENT IS NOT APPROVED BY THE
FUNDS' SHAREHOLDERS, BANKERS TRUST WOULD REMAIN SOLELY RESPONSIBLE FOR PROVIDING
INVESTMENT ADVICE TO THE PORTFOLIOS UNDER THE TERMS OF THE PRESENT CONTRACTS,
EVEN IF THE PROPOSED SUB-INVESTMENT ADVISORY AGREEMENT DISCUSSED IN PROPOSAL 2
IS APPROVED. LIKEWISE, IF THE NEW INVESTMENT ADVISORY AGREEMENT IS APPROVED BUT
THE PROPOSED SUB-INVESTMENT ADVISORY AGREEMENT IS NOT APPROVED, BANKERS TRUST
WOULD AGAIN BE SOLELY RESPONSIBLE FOR PROVIDING INVESTMENT ADVICE TO THE
PORTFOLIOS UNDER THE TERMS OF THE NEW INVESTMENT ADVISORY AGREEMENT.
YOUR VOTE IS IMPORTANT _____________________
Please complete, sign and return Date
this card as soon as possible.
Mark with an X in the box. _____________________
Signature
------------------------
Signature (Joint Owners)
<PAGE>
22
EXHIBIT 1
INVESTMENT ADVISORY AGREEMENT
(International/Global Funds - - as revised)
AGREEMENT made as of , 1997 by and between INTERNATIONAL EQUITY PORTFOLIO
and BT INVESTMENT PORTFOLIOS, each a New York trust (each herein called a
"Trust" and collectively, the "Trusts"), on behalf of itself and/or the series
of beneficial interests of the Trust listed on Exhibit A hereto (each herein
called a "Portfolio" and collectively, the "Portfolios") and BANKERS TRUST
COMPANY (herein called the "Investment Adviser").
WHEREAS, each Trust is registered as an open-end management investment
company under the Investment Company Act of 1940;
WHEREAS, the Trusts desire to retain the Investment Adviser to render
investment advisory and other services to the Portfolios, and the Investment
Adviser is willing to so render such services on the terms hereinafter set
forth;
NOW, THEREFORE, this Agreement.
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties as follows:
1. Appointment. Each Trust hereby appoints the Investment Adviser to act
as investment adviser to the Portfolios for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Management. Subject to the supervision of the Board of Trustees of the
respective Trust (the "Trustees"), the Investment Adviser will provide a
continuous investment program for the Portfolios, including investment research
and management with respect to all securities, investments, cash and cash
equivalents in the Portfolios. The Investment Adviser will determine from time
to time what securities and other investments will be purchased, retained or
sold by the Portfolios. The Investment Adviser will provide the services
rendered by it hereunder in accordance with each Portfolio's investment
objective(s) and policies as stated in the Portfolio's then-current Registration
Statement on Form N-1A. The Investment Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission (herein called the "Rules") and with the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940,
all as amended, and will in addition conduct its activities under this Agreement
in accordance with regulations of the Board of Governors of the Federal Reserve
System pertaining to the investment advisory activities of bank holding
companies and their subsidiaries;
(b) will place orders pursuant to its investment determinations for the
Portfolios either directly with the issuer or with any broker or dealer selected
by it. In placing orders with brokers and dealers, the Investment Adviser will
use its reasonable best efforts to obtain the best net price and the most
favorable execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
the Investment Adviser may, to the extent permitted by law, purchase and sell
portfolio securities to and from brokers and dealers who provide brokerage and
research services (within the meaning of Section 28(e) of the Securities
Exchange Act of 1934) to or for the benefit of any fund and/or other accounts
over which the Investment Adviser or any of its affiliates exercises investment
discretion. Subject to the review of the Trustees from time to time with respect
to the extent and continuation of the policy, the Investment Adviser is
authorized to pay to a broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Investment Adviser determines in good faith
that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall responsibilities of the
Investment Adviser with respect to the accounts as to which it exercises
investment discretion;
(c) will maintain books and records with respect to each Portfolio's
securities transactions and will render to the Trustees such periodic and
special reports as the Trustees may request; and
(d) upon the approval of a Majority of the Outstanding Voting
Securities of the Portfolio and the Trustees in the manner specified in Section
8 hereof, and subject to the supervision of the Trustees, the Investment Adviser
may cause to be furnished to each Portfolio all or a portion of the foregoing
investment management services by delegating all or a portion of such services
to a sub-investment adviser (the "Sub-Adviser"). In the event of such
delegation, included among the specific services to be provided directly by the
Investment Adviser are: the selection and compensation of the Sub-Adviser; the
review of all purchases and sales of portfolio instruments made by the Portfolio
to assess compliance with its stated investment objective and policies; the
monitoring of the selection of brokers and dealers effecting transactions on
behalf of the Portfolio; the maintenance and furnishing of all required records
or reports pertaining to the Portfolio to the extent those records or reports
are not maintained or furnished by the Sub-Adviser or other agents employed by
the Portfolio; and the providing of general administrative services to the
Portfolio not otherwise provided by the Sub-Adviser or other agents employed by
the Portfolio.
3. Services Not Exclusive. The investment management services rendered by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3 of
the Rules under the 1940 Act, the Investment Adviser hereby agrees that all
records which it or any Sub-Adviser maintains for a Portfolio are the property
of the Portfolio and further agrees to surrender, or cause to be surrendered,
promptly to the Portfolio any of such records upon the Portfolio's request. The
Investment Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act and to comply in full with the requirements of Rule 204-2
under the Investment Advisers Act of 1940 pertaining to the maintenance of books
and records.
5. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Portfolios.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, each Portfolio will pay the Investment Adviser and
the Investment Adviser will accept as full compensation therefor a fee, computed
daily and payable monthly, on an annual basis equal to the percentage of the
Portfolio's respective average daily net assets as listed on Exhibit A hereto.
7. Limitation of Liability of the Investment Adviser; Indemnification.
(a) The Investment Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by a Portfolio in connection
with the matters to which this Agreement relates, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
(b) Subject to the exceptions and limitations contained in Section 7(c)
below:
(i) the Investment Adviser (hereinafter referred to as a "Covered
Person") shall be indemnified by a Portfolio to the fullest extent
permitted by law, against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved, as a party or otherwise, by
virtue of his being or having been the Investment Adviser of the
Portfolio, and against amounts paid or incurred by him in the
settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
<PAGE>
(c) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to a Portfolio or its
investors by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his
office or (B) not to have acted in good faith in the reasonable belief
that his action was in the best interest of the Portfolio; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement; or
(B) by at least a majority of those Trustees who are neither
Interested Persons of the Portfolio nor are parties to the matter
based upon a review of readily available facts (as opposed to a full
trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry); provided, however, that any investor in the Portfolio may,
by appropriate legal proceedings, challenge any such determination
by the Trustees or by independent counsel.
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Portfolios, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to be a
Covered Person and shall inure to the benefit of the successors and assigns of
such person. Nothing contained herein shall affect any rights to indemnification
to which Portfolio personnel and any other persons, other than a Covered Person,
may be entitled by contract or otherwise under law.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, suit or proceeding of the character described in
subsection (b) of this Section 7 may be paid by the Portfolio from time to time
prior to final disposition thereof, upon receipt of an undertaking by or on
behalf of such Covered Person that such amount will be paid over by him to the
Portfolio if it is ultimately determined that he is not entitled to
indemnification under this Section 7; provided, however, that either (i) such
Covered Person shall have provided appropriate security for such undertaking or
(ii) the Portfolio shall be insured against losses arising out of any such
advance payments, or (iii) either a majority of the Trustees who are neither
Interested Persons of the Portfolio nor parties to the matter, or independent
legal counsel in a written opinion, shall have determined, based upon a review
of readily available facts as opposed to a trial-type inquiry or full
investigation, that there is reason to believe that such Covered Person will be
entitled to indemnification under this Section 7.
8. Duration and Termination. This Agreement shall be effective as to a
Portfolio as of the date this Agreement shall have been approved by the Trustees
of the Trust and the investor(s) in the Portfolio in the manner contemplated by
Section 15 of the 1940 Act and as reflected on Exhibit A hereto and, unless
sooner terminated as provided herein, shall continue until the second
anniversary of such date. Thereafter, if not terminated, this Agreement shall
continue in effect as to a Portfolio for successive periods of 12 months each,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those Trustees who are not parties to this Agreement or
Interested Persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Trustees or by vote of a
Majority of the Outstanding Voting Securities of the Portfolio; provided,
however, that this Agreement may be terminated by a Trust on behalf of a
Portfolio at any time, without the payment of any penalty, by the Trustees, by
vote of a Majority of the Outstanding Voting Securities of the Portfolio on 60
days' written notice to the Investment Adviser, or by the Investment Adviser as
to the Portfolio at any time, without payment of any penalty, on 90 days'
written notice to the Portfolio. This Agreement will immediately terminate in
the event of its Assignment. (As used in this Agreement, the terms "Majority of
the Outstanding Voting Securities," "Interested Person" and "Assignment" shall
have the same meanings as such terms have in the 1940 Act and the rules and
regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective until approved by vote of a Majority of the
Outstanding Voting Securities of the Portfolio.
10. (a) Representations and Warranties. The Investment Adviser hereby
represents and warrants as follows:
(i) The Investment Adviser is exempt from registration under the
Investment Advisers Act of 1940;
(ii) The Investment Adviser has all requisite authority to enter
into, execute, deliver and perform its obligations under, this
Agreement;
(iii) This Agreement is legal, valid and binding, and enforceable
in accordance with its terms; and
(iv) The performance by the Investment Adviser of its obligations
under this Agreement does not conflict with any law to which it is
subject.
(b) Covenants. The Investment Adviser hereby covenants and agrees
that, so long as this Agreement shall remain in effect,
(i) The Investment Adviser shall remain either exempt from, or
registered under, the registration provisions of the Investment
Advisers Act of 1940; and
(ii) The performance by the Investment Adviser of its obligations
under this Agreement shall not conflict with any law to which it is
then subject.
11. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Investment Adviser at 130 Liberty Street (Bankers Trust
Plaza), New York, New York 10006 or (b) to the Portfolio c/o Federated Services
Company, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222.
12. Waiver. With full knowledge of the circumstances and the effect of its
action, the Investment Adviser hereby waives any and all rights which it may
acquire in the future against the property of any investor in the Portfolio,
other than beneficial interests in the Portfolio at their then net asset value,
which arise out of any action or inaction of the Portfolio under this Agreement.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the State of New York, without reference to principles of conflicts of law
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: INTERNATIONAL EQUITY PORTFOLIO
By:
Name: Ronald M. Petnuch
Title: President
Attest: BT INVESTMENT PORTFOLIOS,
By:
Name: Ronald M. Petnuch
Title: President
Attest: BANKERS TRUST COMPANY
By:
Name:
Title:
<PAGE>
EXHIBIT A
to the
INVESTMENT ADVISORY AGREEMENT
(International/Global Funds - - as revised)
Name of Trust/Portfolio Fee Effective Date
INTERNATIONAL EQUITY PORTFOLIO 0.65%
BT INVESTMENT PORTFOLIOS:
Latin American Equity Portfolio 1.00%
<PAGE>
35
EXHIBIT 2
SUB-INVESTMENT ADVISORY AGREEMENT
(International/Global Funds - - as revised)
AGREEMENT made as of , 1997 by and between BANKERS TRUST COMPANY (herein
called "BT") and BT FUND MANAGERS (INTERNATIONAL) LIMITED (ACN 061 086 306)
(herein called the "Sub-Adviser").
WHEREAS, each of INTERNATIONAL EQUITY PORTFOLIO and BT INVESTMENT
PORTFOLIOS, is a New York trust (each herein called a "Trust" and collectively,
the "Trusts"), which is registered as an open-end management investment company
under the Investment Company Act of 1940;
WHEREAS, each Trust has retained BT to serve as the investment adviser of
itself and/or the series of beneficial interests of the Trust listed on Exhibit
A hereto (each herein called a "Portfolio" and collectively, the "Portfolios")
pursuant to an Investment Advisory Agreement that permits BT to delegate certain
investment advisory services thereunder to a sub-investment adviser selected by
BT;
WHEREAS, BT desires to retain the Sub-Adviser to render to the Portfolios
certain investment advisory services, and the Sub-Adviser is willing to so
render such services on the terms hereinafter set forth;
NOW, THEREFORE, this Agreement.
W I T N E S S E T H:
In consideration of the promises and mutual covenants herein contained, it
is agreed between the parties as follows:
1. Appointment. BT hereby appoints the Sub-Adviser to act as
sub-investment adviser to all or a portion of each Portfolio for the period and
on the terms set forth in this Agreement. The Sub-Adviser accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. Management. Subject to the supervision of BT and the Board of Trustees
of the respective Trust (the "Trustees"), the Sub-Adviser will provide a
continuous investment program for each Portfolio, including investment research
and management with respect to all securities, investments, cash and cash
equivalents in the Portfolio. The Sub-Adviser will determine from time to time
what securities and other investments will be purchased, retained or sold by the
Portfolio. The Sub-Adviser will provide the services rendered by it hereunder in
accordance with the Portfolio's investment objective(s) and policies as stated
in the Portfolio's then-current Registration Statement on Form N-1A as attached
hereto in Exhibit B and by this reference incorporated herein. The Sub-Adviser
further agrees that it:
(a) will conform with all applicable Rules and Regulations of the US
Securities and Exchange Commission (herein called the "Rules") and with the US
Securities Act of 1933, the US Securities Exchange Act of 1934 (the "1934 Act"),
the US Investment Company Act of 1940 (the "1940 Act") and the US Investment
Advisers Act of 1940 (the "Advisers Act"), all as amended, and will in addition
conduct its activities under this Agreement in accordance with regulations of
the Board of Governors of the Federal Reserve System pertaining to the
investment advisory activities of bank holding companies and their subsidiaries;
(b) will place orders pursuant to its investment determinations for the
Portfolios either directly with the issuer or with any broker or dealer selected
by it. In placing orders with brokers and dealers, the Sub-Adviser will use its
reasonable best efforts to obtain the best net price and the most favorable
execution of its orders, after taking into account all factors it deems
relevant, including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. Consistent with this obligation, the
Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio
securities to and from brokers and dealers who provide brokerage and research
services (within the meaning of Section 28(e) of the 1934 Act) to or for the
benefit of any fund and/or other accounts over which the Sub-Adviser or any of
its affiliates exercises investment discretion. Subject to the review of BT and
the Trustees from time to time with respect to the extent and continuation of
the policy, the Sub-Adviser is authorized to pay to a broker or dealer who
provides such brokerage and research services a commission for effecting a
securities transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if the
Sub-Adviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities of the Sub-Adviser with respect to the accounts as to
which it exercises investment discretion; and
(c) will maintain books and records with respect to the Portfolios'
securities transactions and will render to BT and the Trustees the reports
outlined in Exhibit C hereto and such periodic and special reports as BT and/or
the Trustees may reasonably request.
(d) BT shall make all reasonable efforts to ensure that any custodian
appointed by the Portfolio comply with the Sub-Adviser's instructions, provided
that such instructions are pursuant to this Agreement
3. Services Not Exclusive. The investment management services rendered by
the Sub-Adviser hereunder are not to be deemed exclusive, and the Sub-Adviser
shall be free to render similar services to others so long as its services under
this Agreement are not impaired thereby.
4. Books and Records. In compliance with the requirements of Rule 31a-3 of
the Rules under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for each Portfolio are the property of the Portfolio and
further agrees to surrender, or cause to be surrendered, promptly to the
Portfolio any of such records upon BT's and/or the Portfolio's request. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act and to comply in full with the requirements of Rule 204-2 under the
Advisers Act pertaining to the maintenance of books and records.
5. Expenses. It is understood that the Trust will pay from the assets of
the Portfolio all of its own expenses allocable to the Portfolio including,
without limitation, all taxes, costs, charges and expenses properly incurred in
connection with the investment and management of the Portfolio or the
acquisition, disposal or maintenance of any investment of the Portfolio
(excluding in-house administration costs of the Sub-Adviser in the nature of
rent for the Sub-Adviser's premises, computer charges, salaries, research costs
and like expenses) or in acting under this Agreement and the Sub-Adviser may
cause them to be deducted from the Portfolio.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, BT will pay the Sub-Adviser and the Sub-Adviser will
accept as full compensation therefor a fee, computed daily and payable monthly,
equal to the percentage indicated on Exhibit A of BT's monthly compensation
receivable pursuant to the Investment Advisory Agreement. Any subsequent change
in the Investment Advisory Agreement which has the effect of raising or lowering
the compensation of BT will have the concomitant effect of raising or lowering
the fee payable to the Sub-Adviser under this agreement. In addition, if BT has
undertaken in the Fund's Registration Statement as filed under the Act or
elsewhere to waive all or part of its fee under the Investment Management
Agreement, the Sub-Adviser's fee payable under this Agreement will be
proportionately waived in whole or in part. BT shall provide to the Sub-Adviser
supporting documentation each month showing how the fee is calculated. The fee
shall be paid in US dollars into a bank account nominated by the Sub-Adviser and
advised to BT.
7. Limitation of Liability of the Sub-Adviser; Indemnification. The
Sub-Adviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by BT or a Portfolio in connection with the matters to
which this Agreement relates, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Sub-Adviser in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement.
Further, BT will indemnify and defend the Sub-Adviser and hold it harmless
against any loss or claims or any demands or proceedings made by any person, in
any way arising from its appointment hereunder, except as may result from the
Sub-Adviser's willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations hereunder. The provisions of this
section 7 shall survive termination of this Agreement.
8. Duration and Termination. This Agreement shall be effective as of the
date this Agreement shall have been approved by the Trustees and the investor(s)
in the Portfolio in the manner contemplated by Section 15 of the 1940 Act and as
reflected on Exhibit A hereto and, unless sooner terminated as provided herein,
shall continue until the second anniversary of such date. Thereafter, if not
terminated, this Agreement shall continue in effect for successive periods of 12
months each, provided such continuance is specifically approved at least
annually (a) by the vote of a majority of those Trustees who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by the
Trustees or by vote of a majority of the outstanding voting securities of the
Portfolio. This Agreement may be terminated at any time, with respect to any
Portfolio, without the payment of any penalty, by the Trustees, by BT upon
notification to the Trustees or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to the Sub-Adviser. This
Agreement may be terminated by the Sub-Adviser at any time, without payment of
any penalty, on 90 days' written notice to BT and to the Portfolio. This
Agreement will automatically terminate in the event of its assignment. (As used
in this Agreement, the terms, "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meanings as such terms
have in the 1940 Act and the rules and regulatory constructions thereunder.)
9. Amendment of this Agreement. No material term of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of a material term of this
Agreement shall be effective until approved by vote of a majority of the
outstanding voting securities of the Portfolio.
10. (a) Representations and Warranties. The Sub-Adviser hereby represents
and warrants as follows:
(i) The Sub-Adviser is registered under the Advisers Act;
(ii) The Sub-Adviser has all requisite authority to enter into,
execute, deliver and perform its obligations under, this Agreement;
(iii) This Agreement is legal, valid and binding, and enforceable
in accordance with its terms; and
(iv) The performance by the Sub-Adviser of its obligations under
this Agreement does not conflict with any law to which it is subject.
(b) Covenants. The Sub-Adviser hereby covenants and agrees that, so long as
this Agreement shall remain in effect,
(i) The Sub-Adviser shall remain registered under the Advisers
Act; and
(ii) The performance by the Sub-Adviser of its obligations under
this Agreement shall not conflict with any law to which it is then
subject.
(c) Representations and Warranties of BT
BT hereby represents and warrants as follows:
(i) BT has delivered true and correct copies to the Sub-Adviser, and agrees to
promptly notify and deliver to the Sub-Adviser, all future amendments and
supplements to, Form N-1A, the prospectus for each Portfolio, the Statement of
Additional Information for each Portfolio and such other documents or
instructions governing the instruments and investment policies and practices of
the Portfolio which are relevant to the Sub-Adviser's performance of its duties
under this Agreement; and
(ii) BT has the power and has taken all necessary action, and has obtained all
necessary licenses, authorizations and approvals to execute this Agreement,
which constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms; and
(iii) each Portfolio is duly registered with the SEC under the 1940 Act.
11. Notices. Any notice required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Sub-Adviser at Level 15 The Chifley Tower , 2 Chifley
Square, Sydney, NSW 2000, Australia, Attention to the Legal Manager, phone 612
9259 3602, fax 612 9259 9718; (b) to BT at 130 Liberty Street (Bankers Trust
Plaza), New York, New York 10006; or (c) to a Portfolio c/o Federated Services
Company, Federated Investors Tower, Pittsburgh, Pennsylvania 15222.
12. Waiver. With full knowledge of the circumstances and the effect of its
action, the Sub-Adviser hereby waives any and all rights which it may acquire in
the future against the property of any investor in any Portfolio, other than
beneficial interests in the Portfolio at their then net asset value, which arise
out of any action or inaction of the Portfolio under this Agreement.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the State of New York of the United States, without reference to principles
of conflicts of law.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: BT FUND MANAGERS
(INTERNATIONAL) LIMITED
By:
Name:
Title:
Attest: BANKERS TRUST COMPANY
By:
Name:
Title:
<PAGE>
EXHIBIT A
to the
SUB-INVESTMENT ADVISORY AGREEMENT
BT shall pay Sub-Adviser 100% of BT's monthly compensation receivable pursuant
to the Investment Advisory Agreement after the application of waivers and/or
reimbursements, if any, with respect to Latin American Equity Portfolio.
With respect to International Equity Portfolio, BT shall pay Sub-Adviser for
those assets which Sub-Adviser participates in managing [50]% of BT's monthly
compensation receivable pursuant to the Investment Advisory Agreement with
respect to such assets after the application of waivers and/or reimbursements,
if any.
<PAGE>
EXHIBIT B - FORM N-1A
<PAGE>
EXHIBIT C - REPORTS
All calculations and values in the reports are in US dollars unless otherwise
indicated, the reports shall contain at least the following information as at a
stated end of period date;
1) A quarterly review of each Portfolio, including market commentary,
performance, performance analysis and the Sub-Adviser's portfolio strategy.
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ] Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
BT Investment Funds
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------
<PAGE>
